Terms and Conditions

These Terms and Conditions contain important information about your relationships with CPN Investment Management LLP (‘CPN’, ‘we’, ‘us’) and with Equiniti Financial Services Limited (‘Equiniti’, ‘the Custodian’) and impose obligations and liabilities on you. You should read them carefully and you should contact CPN if you want any further information. Please keep these Terms and Conditions in a safe place in case you need to refer to them in the future.

CPN and Equiniti are committed to treating you and their other clients fairly when delivering this Service.

In these terms and conditions the following words and phrases shall bear the following meanings and may be used in the singular or plural as appropriate:

‘Account’ means an account maintained with Equiniti in your name.

‘Account Opening Form’ means any form of authority or request under which Account(s) with CPN and Equiniti are opened or maintained for you.

‘Agreement’ means the contractual agreement that you will enter into when you sign and date the Account Opening Form. It includes these Terms.

‘Assets’ means any of the rights to, benefits and proceeds of any kind held for an account in your name or in a nominee name for the Account, including anything held by our or Equiniti’s agent, depositary, or custodian including but not limited to accounts, claims, contract rights, all documents, instruments and certificates relating to investments, securities and all related interest, redemptions and distributions, and all income, proceeds and products of the above, items in transit or held with third parties or in a clearing system for you including cash and any rights that may be exercised at a future date or on the happening of a direct or contingent event.

‘Best Execution’ means undertaking a transaction in an Investment in accordance with the FCA Rules which means that we are required to provide you with terms most favourable to you taking into account a number of characteristics; including, but not limited to, type of Investment and size of transaction.

‘Business Day’ means any day except Saturday and Sunday on which financial markets in London are open for business and banks are open for business in all geographic locations required to complete the relevant transaction.

‘Complex Financial Instrument’ means any financial instrument that is not considered to be a Non-Complex Financial Instrument under the FCA Rules.

(c) the disposal and exercise of warrants to subscribe for investments falling within (a) or (b) above;

(d) structured products;

(e) placings for shares falling in (a) or (b) above where the same line of stock is already traded;

(f) depository receipts or other types of instrument relating to investments falling within (a), (b), or (c) above;

(g) units or shares in collective investment schemes such as unit trusts, open-ended investment companies (‘OEICs’), mutual funds and similar schemes in the United Kingdom (whether regulated or unregulated) or elsewhere;

(h) investments which are similar or related to any of the foregoing; and

(i) such other investments and services as may be agreed between you and us from time to time.

‘Joint Account’ means an Account maintained with Equiniti in the names of two or more parties to this Agreement;

‘NomineeCo’ Equiniti’s associate company. Wealth Nominees Limited, or any other company (whether or not in the Equiniti Group) they may decide upon in the future.

‘Non-Complex Financial Instrument’ means a transaction relating to shares, that have been admitted to trading on a regulated market or on an equivalent market in a country outside the EEA, money market instruments, bonds and other forms of securitised debt and units in a UCITS fund. A UCITS fund is a particular type of fund which may be sold throughout the EU, and which is subject to EU rules as to the investments it may make.

‘Packaged product’ has the meaning given in the FCA Rules. In this context it means a unit in a collective investment scheme authorised by the FCA, and an investment trust savings scheme.

‘Portfolio’ means the Assets and Investments that you ask us to manage, and arrange transactions in, for you under these Terms.

‘Services’ means the products and services covered by this Agreement.

‘Terms’ means these Investment Services Terms and Conditions, as amended from time to time, which form part of the Agreement

‘You’, ‘your’, means the person entering into an agreement with CPN and Equiniti; if there is more than one of you, all the joint holders jointly and severally and/or your agent or attorney.

For ease of reading these words “we”, “us”, “our”, “you” and “your” are not shown in capitals.

Regulatory Status

CPN Investment Management LLP is registered in England and Wales, registration number OC372035, with its registered office at All Saints Church, West Pallant, Chichester, West Sussex PO19 1TD, and is authorised and regulated by the UK Financial Conduct Authority No. 579506.

Investment Services

Through entering into this Agreement, you authorise us to provide either a Discretionary Investment Service or an Advisory Investment Service. They are explained in more detail below:

Discretionary Investment Service

If you instruct us to provide a Discretionary Investment Service, we will manage the individual transactions and the overall composition of your investments and other financial products.

We will manage the Portfolio within the risk parameters set out in the Agreement. Subject to the restrictions set out in the Agreement we will have complete discretion over your account (and without prior reference to you) to buy, sell, retain, exchange or otherwise deal in investments and other assets and act as appropriate in relation to the management of the Portfolio.

We will provide you with investment advice should you request it. We will purchase and sell Investments for your Account as your agent in response to your instructions using any market, exchange or facility that we consider appropriate, unless you instruct us otherwise.

Should you ask us, accept your instructions to buy or sell Non-Complex Financial Instruments on an execution-only basis without giving you any investment advice.

You also fully authorise us to submit instructions to Equiniti on your behalf regarding the following:

Change the details of the bank account into which any regular withdrawals or lump sum payments from the investments are made

We hereby confirm that we will act only in accordance with appropriate instructions from the legal owner(s) of the investment in accordance with the permissions and authority granted by the Financial Services and Markets Act 2000 or any replacement legislation.

Advisory Investment Service

If you instruct us to provide an Advisory Investment Service, we will make investment recommendations to you with regards to your investments and if required set up a Portfolio that we deem to be suitable for you based on the information that you have provided to us.

We will undertake to review said Portfolio on an annual basis to ensure that it is still suitable for you based on your current investment objectives and risk tolerance. We will re-balance the Portfolio on an annual basis unless we receive specific instruction from you not to do so.

We will not make any changes or adjustments to the Portfolio without having received your consent first. All changes to the Portfolio will be made as a consequence of recommended changes following an annual review or following direct instruction from you.

We will purchase and sell Investments for your Account as your agent in response to your instructions using any market, exchange or facility that we consider appropriate, unless you instruct us otherwise.

We will accept your instructions to buy or sell Non-Complex Financial Instruments on an execution-only basis without giving you any investment advice.

You also fully authorise us to submit instructions to Equiniti on your behalf regarding the following:

Change the details of the bank account into which any regular withdrawals or lump sum payments from the investments are made

We hereby confirm that we will act only in accordance with appropriate instructions from the legal owner(s) of the investment in accordance with the permissions and authority granted by the Financial Services and Markets Act 2000 or any replacement legislation.

Investment Objectives, Restrictions and Appropriateness

Regardless of whether you authorise us to provide you with a Discretionary Investment Service or an Advisory Investment Service, we will undertake to ensure that the investment recommendations made are suitable for you.

The Portfolio we recommend as well as restrictions and risk parameters within which the Portfolio will be managed will be based on the information that you communicate to us following your consultation with one of our advisers and will follow the parameters outlined in our associated Risk and Investing Document, which is available on our website.

On the information we receive from you, we will assess a recommendation as being suitable based on our belief that: (i) it meets your investment objectives, (ii) you are able to bear the financial or any related risks consistent with your objectives; and (iii) you have the necessary experience and knowledge to understand the risks involved.

If your investment objectives, appetite for risk or restrictions change at any time, you agree to inform us without delay. We shall not be bound by any such changes until the close of business on the Business Day after we receive written notice of any such change. If such a notice is received on a non-Business Day, it will be deemed to be received on the following Business Day.

Where you use our Discretionary Investment Service any Investments that you purchase on an execution-only basis through us will be outside the Assets covered by our Discretionary Investment Service. This means that we will not be under a duty to exercise our discretion to sell such Investments. The decision on when to sell such Investments rests with you.

Where we advise you on Packaged Products, the advice will be based on a selection of the whole of the market. We are not under an obligation to recommend collective investment schemes produced by any particular provider.

Personal Taxation

You acknowledge that if you subscribe for these Services we will transact on your behalf without consideration as to the implications for your personal tax position. You acknowledge that transactions undertaken during the normal course of the management of your Portfolio may create tax liabilities that fall on you and it is solely your responsibility to report these to HMRC.

We will aid you with your reporting requirements through the provision of valuations, transaction reports and income statements on request but the responsibility for these liabilities is entirely your own. We do not accept any liability or responsibility for any kind of loss or damage incurred or suffered by you as a result of or in connection with the tax consequences of any transaction. If you are in doubt as to the consequences of any transaction you should obtain an undertaking for separate taxation advice, whether it be from us or a specialist.

Account Establishment

Individual Account

All Accounts established in one person’s name are individual Accounts. In the event of the death of a sole Account holder, including where the Account has previously been held jointly, we shall, subject to any prior interest held by us, recognise the relevant executors or administrators as the only persons having any title or interest in such monies or other assets held by us.

Joint Account

Where an Account is established in a joint name, partnership, investment club, or other similar arrangement where the Account is in the name of more than a single person, each account holder shall be jointly and severally liable for any losses as described below. This means that each account holder is liable for the full performance of the obligations.

It is assumed that each party to a Joint Account has sufficient authority individually to (a) give instructions of any kind; (b) receive payments, notices or demands; (c) appoint third parties to operate the Account; (d) sign any documents or agreements; and (e) act on their own in any other way concerning the Account, this Agreement and any Services, unless we have agreed that such authority shall be limited.

If you ask to change the signing powers on the Account, or make other changes to the Account Opening Form, we may require this to be formally authorised in writing by all of the parties to the Account.

On the death of any one party, any money and any Investments in your Account shall be held to the order of the survivor(s).

Instructions

You authorise us to rely on, and treat as fully authorised and binding on you, any order, instructions, information, correspondence, communication, request (each an ‘Instruction’) (including a request to cancel or change any such Instruction) received by us in writing or via telephone request. Other channels such as email may be accepted once origination and authenticity has been established. You agree that we may rely on the information contained in any Instruction and you accept full responsibility for any errors or ambiguities which may cause us to reject any Instruction.

You will be responsible for, and bound by, all contractual obligations, costs and expenses properly entered into or assumed by us on your behalf as a consequence of, or in connection with, any orders, Instructions or communications. You agree that we do not have to confirm instructions with you before they are executed.

You agree that we may act on any instruction that does not specify that it is simply a confirmation of a previous instruction. If you wish to provide us with confirmation of a previous instruction, please clearly mark it ‘Confirmation of Previous Instruction’.

You agree that any request to cancel or change an instruction must be given to us in adequate time to enable us to act upon the request.

You accept that we reserve the right to reject any instruction, including a request to change or cancel any instruction where, in our judgement, your instructions are unclear or conflicting. We may choose not to act on them, without notice, until satisfied that any ambiguity or conflict has been resolved. Any ensuing loss or additional liability will remain your responsibility.

We will take reasonable steps to ensure any instruction or other communication sent by e-mail remains confidential and secure but you agree that we will not accept any liability in relation thereto and that any instruction or other communication sent by that method is undertaken entirely at your own risk. Market or price sensitive instructions relating to Investments must not be sent by e-mail. We can accept no liability for the execution of orders sent by e-mail.

Where you authorise us to accept instructions from, and provide information to, a third party, you agree that we are not responsible for any losses, including legal fees, which result from our acting or refusing to act on instructions received, or provide information requested, in this way. However, we will not be responsible for such losses if we have acted in such a way based on a reasonable belief that we were doing so in the best interests of the client.

You must provide any instructions to, and otherwise communicate matters regarding your Account directly to us, not Equiniti. Equiniti will only be permitted to act on any instructions given by us.

We may decline to act upon any instruction given on your behalf where (i) we reasonably consider that to act would cause either Equiniti or us to breach any applicable law, market practice, or to act contrary to the rules, laws or market practice of any exchange or trading system or (ii) there are unpaid amounts owing to us by you or on your behalf.

We will notify you promptly if we or Equiniti declines to act upon any instruction given by you. If requested and as soon as reasonably practicable, we will provide confirmation of this decision and the reasons for the decision in writing.

Aggregation of Orders

You confirm that we may aggregate your transaction or order with those of other clients (including our associates), even though this may result in a more or less favorable price than would have been obtained had the order been executed separately.

Market conditions may not permit your order to be executed at once or in a single transaction. We may execute it over a period deemed appropriate for up to five days from receipt of your order or our decision to deal on your behalf under the Discretionary Investment Service. We may report to you an average price for a series of transactions so executed instead of the actual price of each transaction.

Confirmations, Valuations and Statements

We will provide to you:

a consolidated tax certificate and schedules annually; and

a valuation of the Portfolio based upon independent market prices as at 5th April and 5th October, and these will be despatched to you promptly following the valuation date. This may include performance measured against an appropriate benchmark.

Use of Third Parties

We may delegate the performance of any of the Services which it carries out under this Agreement to an associate of CPN or to such other person or persons as we think fit. Such delegation may be in respect of all of these Services or may relate to specific parts of these Services. We may employ agents on such terms as are thought appropriate. Where funds are held by a third party, these will be held as Client Money subject to other clauses within these Terms.

Data Protection and Confidentiality

You authorise us to transfer any personal data to Equiniti to enable Equiniti to provide the Equiniti Services to you under these Terms. Equiniti shall only process and hold personal data supplied to it by us to the extent and in such a manner as is necessary for the performance of its obligations under these Terms and the Services Agreement and otherwise in accordance with our written instructions, and/or as required by applicable law.

The information We hold about you is confidential. We, and Equiniti, will only ever disclose it outside of our respective companies/groups of companies:

at Your request or with Your consent

if the law requires or permits disclosure, or there is a duty to the public to reveal it

if We are asked to do so by the FCA, HM Revenue & Customs, the London Stock Exchange or any other relevant regulatory authority or exchange in the UK or overseas

to investigate or prevent fraud or other crimes

to our agents and others in connection with running Accounts and other Services for you; or

to any individual or company to whom we propose to transfer our obligations and rights in line with section 22 of this agreement.

We may administer your Account and provide you with some Services via agencies in countries outside the European Economic Area (EEA), such as India, where data protection laws and standards differ from those in the UK. But even if we are processing Your personal details outside the EEA:

there will always be a contract in place to ensure that such information is appropriately protected, and

we will continue to be strictly bound by the UK’s Data Protection Act 1998.

In accordance with the data protection legislation in the United Kingdom, you are entitled to request a copy of the information held by us or Equiniti about you. You should request such information through us. Upon payment of a prescribed fee (being £10 as at June 2014), we will provide a copy of your information to you. You should advise us if you believe that any information held about you is incorrect.

Credit Checking

In connection with your application for an Account we may carry out a credit check with a licensed credit reference agency which will retain a record of that search. In the event of your default, relevant details may be recorded with that agency. This may be used by third parties in assessing applications for credit by you and members of your household and for occasional debt tracing and fraud prevention purposes.

Money Laundering Regulations

The above regulations require all financial institutions to verify the identity of their clients. We may use an electronic third party to verify your identity and address. Additionally we may require you to provide certain information as shown on your passport, driving licence or other acceptable form of identification and utility bills. We shall notify you at the time of the processing of your application of the information required. If you do not pass this part of the process then an Account will not be opened up for you and any funds returned forthwith.

Risks

You should be aware that the value of investments may fall as well as rise and the past performance of investments is not necessarily a guide to future performance. Our Services are performed on the basis of best judgement at the time and we cannot be held responsible if any investment fails to achieve our expectations.

General information on the risks associated with this Service are included in Appendix 1 and in the associated “Risk and Investing” document, which is available on our website.

Fees and Remuneration

You will be provided with a Schedule of Fees and charges or a suitability report detailing all fees that you will be subject to prior to the opening of your Account. By accepting these Terms you hereby authorise and instruct us to deduct our fees and charges from your Account in accordance with the Schedule of Fees and Charges.

We may charge fees for the provision of the Services under this Agreement from a product provider or other third party or associate. The fees that you will pay for the Services may be subject to VAT at the prevailing standard rate. In addition stamp duty or stamp duty reserve tax is currently payable on purchases of shares of a company that is incorporated in the UK or a foreign company that maintains a share register in the UK. PTM Levy (a fee imposed on investors who buy or sell shares worth over £10,000, which goes to the Panel of Takeovers and Mergers) may also be payable. Whenever there is a change in our fees, you will be notified of this.

We may share fees with other third parties. Third parties may share their fees and charges with us or otherwise remunerate us on another basis. Any sharing of fees will not be set out in the confirmation for the relevant transaction, but will be made available upon receipt of a written request to do so.

Upon termination of this Agreement, we will deduct the following amounts from your Account:

charges disclosed by us to you;

a proportion of the annual management fees due up to the date of termination; and

any losses, charges, fees or expenses incurred by us in settling or concluding any outstanding obligations on your behalf or in terminating this Agreement.

Your Responsibilities

You warrant that:

you are the beneficial owner of the Investments covered by this Agreement and that you are not acting as a trustee or agent for any other person except as may be disclosed to and acknowledged by us in writing and the Investments are free, and will remain free, from any other encumbrances other than those arising under this Agreement;

you or any person designated by you have, and will have at all times in the future, all requisite power, authority and approvals to enter into and perform your obligations under this Agreement;

you confirm that all statements in the Account Opening Form are true and that all information given to us is accurate and not misleading and there is no other information that we should be aware of.

Liability and indemnity

To the extent permitted by law and the FCA rules, neither we nor Equiniti shall be liable for any loss suffered by you including, without limitation, losses that were not foreseeable to both parties when this Agreement was signed, losses that were not caused by the breach of this Agreement by us and/or Equiniti, business losses, damage arising from any actual or potential depreciation in the value of your Investments or from the income derived from any of them as a result of any advice given or transaction entered into under this Agreement or any adverse tax consequences, other than as a direct result of their negligence, wilful default or fraud.

We shall not be liable for any Instructions sent by you, but not received.

To the extent permitted by law and the FCA Rules, neither we nor Equiniti shall be liable for the insolvency, acts or omissions of any broker, nominee, custodian, settlement agent, securities depository or other third party (including an associate) by whom and in whose control any of your Investments (or documents or certificates evidencing title thereto) may be held or through whom any transactions may be effected; or any bank with whom we or Equiniti maintain any bank account, or any other third party with whom we or Equiniti deal or transact business or whom we or Equiniti appoint in good faith and on your behalf.

Neither we nor Equiniti will be liable for taking or not taking any action if Equiniti are bound to act in such a way due to a state of affairs (including any change of applicable regulations or any directive or policy whether in the United Kingdom or elsewhere) which they could not control. Neither we nor Equiniti shall be obliged to take or not take an action in such circumstances.

Neither we nor Equiniti shall, in any circumstances, be liable to you for any loss of any kind whatsoever by reason of any failure or delay in the performance of our obligations under these Terms to the extent such failure or delay results wholly or partly from an event or state of affairs beyond their reasonable control. Examples of events which are beyond our control are war, riots and computer viruses.

Neither we nor Equiniti shall be responsible for any failure or delay in carrying out any Instruction caused by circumstances beyond their control.

Neither we nor Equiniti shall be liable for any losses whatsoever resulting from or in connection with you attempting to countermand any outstanding instruction which has already given rise to binding rights or obligations.

You confirm that:

you are acting as principal and accordingly you will be liable to us and Equiniti for all obligations hereunder; and

the warranties and indemnities you give in these Terms are given both to us and to Equiniti.

You undertake to compensate us and Equiniti on demand against any reasonable losses suffered or incurred by us or Equiniti (including, but not limited to, by virtue of our or Equiniti’s enforcement of our rights under these Terms) as a result of or in connection with the provision by us and Equiniti of the Services under these Terms. However, we and Equiniti will only be entitled to such compensation if the losses are not caused by our negligence, wilful default or fraud, or breach of these Terms.

This clause shall not restrict your rights against us or Equiniti for any breach by us or Equiniti of any of the provisions of these Terms or of any default or failure by us or Equiniti in the performance of its obligations under these Terms.

Compensation

Equiniti is subject to the UK Financial Services Compensation Scheme (FSCS), which may make compensation payments to you in the event that Equiniti is unable to meet its liabilities to you, dependent upon whether any claim is deemed to be eligible under the FSCS. Most types of claims for FCA regulated business are covered for 100% of the first £50,000 per person. This limit applies to all Assets held by Equiniti Financial Services Limited. Further information on the scope and applicability of the compensation scheme can be obtained from the FSCS (www.fscs.org.uk).

CPN are also covered by the Financial Services Compensation Scheme (FSCS). If you make a valid claim against the company in respect of the advice provided and we are unable to meet our liabilities in full, you may be entitled to redress from the FSCS. The FSCS provides protection against an authorised investment firm going out of business.
CPN maintains Professional Indemnity Insurance that covers CPN.

Complaints

If you have a complaint, you should contact us using the following contact details:

If you cannot settle your complaint with us, you may be entitled to refer it to the Financial Ombudsman Service (FOS). Further information regarding the FOS and how to complain will be made available to you with the written response from us.

Conflicts of Interest

When giving investment advice, CPN or an associate in the Group or some other person connected with the company may have an interest, relationship or arrangement that is material in relation to the Investment, transaction or Service concerned which conflicts with your interests. Our employees who make any recommendations or investment decisions under this Agreement are required to comply with a policy of independence and to disregard any such interest when so doing, except to the extent that the policy conflicts with any legal or regulatory obligations imposed upon us or on our employees.

We aim to treat our clients fairly. One of the ways that we aim to achieve this is to identify any potential or actual conflicts of interest that may arise through our

business activities, in order to avoid or manage potential or actual conflicts of interest. To facilitate this, we maintain effective organisational and administrative arrangements to identify, manage and monitor such conflicts of interest. We have a Conflicts of Interest Policy to manage or avoid potential or actual conflicts of interest. A copy of this Conflicts of Interest Policy will be provided on request.

To the extent permitted by the FCA Rules, you agree that we may retain and are not required to account to you for any profit, commission or other remuneration made or received by us by reason of providing the Services. Details of any such profit, commission or other remuneration will be disclosed to you on request.

The Equiniti Group has established and implemented a Conflicts Policy (which may be revised and updated from time to time) in line with the FCA Rules, which sets out how they must seek to identify and manage all material conflicts of interest. Such conflicts of interest can occur in their day to day business activities: for example, where one of their clients could make a gain at the direct expense of another client, or they might be faced with an opportunity to make a gain but this would be to the direct disadvantage of one or more of their clients. Depending on the exact nature of the conflict of interest involved, they may take certain actions in accordance with the Conflicts Policy to mitigate the potential impact of the conflict. Such actions may include putting in place controls between the opposing sides of the conflict, which may control or prevent the exchange of information, and/or involve the appropriate management of staff activities and segregation of duties. Where such controls would be insufficient to eliminate the potential material risk of damage to clients from specific conflicts, then they will disclose the general nature and/or source of those conflicts of interest to you prior to them undertaking the relevant business. At the time of the issue of this document no material conflicts of interest were identified which could not be managed in accordance with the process explained above. If you would like a copy of their policy, please contact us.

Cancellation

You may cancel an agreement for any of the Services within 14 days of signing irrespective of any rights under the Distance Marketing Directive. Such a notice of termination must be in writing but you should be aware that we will deduct any reasonable expenses which will not be refunded. Additionally if any investment transactions have been carried out you will be liable for any price movement, unless it involves a product which carries a right of cancellation which may apply.

Termination

You may terminate these Terms at any time in writing. Termination shall be deemed to take effect one week after receipt of the written notice by us.

We may terminate the agreement we have with you under these Terms at any time, and close any Accounts upon giving reasonable notice to you. .

Once a termination notice has been received or deemed to be received by us, we will not accept any new orders from you, other than orders to close out any open transactions where required. You acknowledge and agree that any transactions which remain unsettled at the time of receipt of the termination notice by the relevant party must be settled in the normal course of business, and that the termination notice does not relieve you from any obligations to settle such transactions.

Should your agreement with us be terminated, either by you or by us, your agreement with Equiniti under these Terms shall terminate automatically and simultaneously.

You acknowledge that, if the Services Agreement is terminated by Equiniti, we may seek to transfer our clients’ accounts and any monies and investments held on their behalf to an alternative service provider. Youagree and irrevocably authorise that, unless you notify us that you do not wish your Account(s), monies and investments to be transferred to the alternative service provider, we may take any necessary steps to transfer your account and any monies and investments held on your behalf by, or through, Equiniti, to such alternative service provider, and to enter into a replacement agreement with the alternative service provider on your behalf as your agent.

If your Account is not transferred to an alternative service provider within 90 days of the termination of the Services Agreement and these Terms, Equiniti shall reserve the right, without prior reference to you, to close your Account, and, wherever possible, to return any monies or investments held on your behalf by or through Equiniti to you at your last known address as notified by us to Equiniti. Equiniti shall not impose any charges in relation to any transfer of your Account and any monies or investments held by or through it on your behalf, to an alternative service provider, provided that such transfer has been necessitated by the termination of the Services Agreement.

Communications

Where applicable, we shall communicate with you in English, and may use various methods of communication.

You agree that, from time to time, we may contact you at reasonable times to bring to your attention investment opportunities that we think will be of interest to you.

We may record any telephone conversation that is held with you. Any recording made of a telephone conversation will be our sole property and will constitute evidence of the matters contained in the conversation (including any instruction given). The period of retention of any such recording will be at our absolute discretion but subject to the rules of the FCA. We may provide any recording or copy or transcript of a telephone conversation as required or requested under any applicable law or by any regulatory or governmental authority.

We will abide by FCA rules regarding communications with you. If you decide to make a particular investment as a result of a telephone call to you, you will have agreed to forego your statutory rights to cancel it. We will always accept your request not to continue a particular discussion. We may contact you on a telephone number provided by you to us, including unlisted numbers. We will not visit you without your prior express approval. All telephone calls will be recorded and as such the recordings will remain our sole property. You also accept that that we may rely on these recordings in the event of a dispute.

Variation and Amendment

We may amend these Terms to:

comply with legal, tax or regulatory requirements

correct any errors, omissions, inaccuracies or ambiguities

take account of any corporate reorganisations within the Equiniti Group

reflect a change in market conditions or the overall cost of providing the Service to Our customers

reflect a change in technology to cover a development or change in the Service or in the facilities We provide

reflect a change in the service We provide

reflect developments in market practices; or

on a transfer in accordance with section 22, to reflect the terms and conditions on which the new provider offers a similar service, or the computer systems the new provider will use to provide the Service.

Any amendment that reflects a change of applicable law or regulation may take effect immediately, if the law requires this, or on a date we specify. All other amendments only take effect on the date we specify, which will be at least 30 days after sending out the notice or publishing on our website.If we and Equiniti make any major amendments to these Terms and you are not happy with those changes, we shall not impose any charges in relation to the closure of your Account, or transfer of the Assets or any cash to an alternative service provider, should you wish to transfer the Assets or cash, or close your Account.

Governing Law

The terms of this agreement shall be governed by and construed in accordance with English law, and you hereby submit to the exclusive jurisdiction of the English courts.

The representations, warranties and undertakings, agreements and other provisions in this Agreement will continue even after the Agreement terminates for as long as is necessary to give them full effect in accordance with the terms of this Agreement.

Should any provision of this Agreement become illegal or void for any reason, the validity of the remaining provisions shall not be affected.

ISAs

This section is specific to ISAs. All other sections apply to ISAs as well, with the exception of Section 27.

26.1 Application

To open an ISA we must be in receipt of a completed Individual Savings Account (ISA) form together with your personal cheque (or other method of payment) made payable to Equiniti for any amount up to the maximum subscription allowance relevant to that tax year.

26.2 ISA Transfers

You may transfer any existing ISA, which you hold, to us or you may transfer your ISA, with us, to another provider / approved manager who is willing to accept the transfer. We will endeavor to complete your transfer within 30 days subject to the actions and requirements of third parties.

26.3 ISA Management

Equiniti will be the regulated ISA Manager. A statement will be issued every April and October. This may be published online for you to access online.

26.4 ISA Cancellation

You have the right to cancel your subscription to an ISA contract within 14 days of receipt of the notice of the right to cancel. Where cancellation occurs within the 14 day period the investor will not be exempt from UK income tax and capital gains tax on any income or gains arising in this period.

26.5 HM Revenue & Customs Regulation

The management of your plan will be subject to the rules and regulations of HMRC. In all circumstances the HMRC regulations will take precedence and will be overriding.

SIPPs

This section is specific to SIPPs. All other sections apply to SIPPs as well, with the exception of section 26. If you are applying for a SIPP, this agreement must be read and agreed to in conjunction with the SIPP Providers Key Features Document and Terms and Conditions.

27.1 SIPP Application

To open a SIPP you must complete the relevant application form(s), which are available on our website. You will be bound by the Terms and Conditions of Gaudi’s SIPP and by these Terms and Conditions for the management of the underlying assets held within your SIPP. All monies relating to your SIPP must be passed through Gaudi; you cannot send money to us or Equiniti.

27.2 SIPP Management

The SIPP is provided by Gaudi Trustees Limited (Gaudi) with Equiniti providing the SIPP trading account, which will also be managed in accordance with sections 3 and 4. A statement will be issued every six months as at 5th April and 5th October. This will be available for you to access online.

27.3 SIPP Transfers

You may transfer any existing SIPP to Gaudi or you may transfer your SIPP, within our service, to another trustee who is willing to accept the transfer. We will endeavour to complete your transfer within 30 days subject to the actions and requirements of third parties.

27.4 SIPP Management

The regulated Trustee of your SIPP will be agreed with you at outset. A statement will be issued annually by this trustee. This may be published online for you to access online.

27.5 SIPP Cancellation

You will be advised by Gaudi of your rights to cancel your SIPP application.

27.6 HM Revenue & Customs Regulation

The management of your SIPP will be subject to the rules and regulations of HMRC. In all circumstances the HMRC regulations will take precedence and will be overriding.

The Equiniti Services

Equiniti Financial Services Limited is part of the Equiniti Group whose registered office is Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Investment and general insurance services are provided through Equiniti Financial Services Limited, which is registered in England & Wales with No. 6208699 and is authorised and regulated by the UK Financial Conduct Authority No. 468631.

Equiniti provide clearing, settlement, custody, and associated services, and any additional service as agreed from time to time (the Equiniti Services) to you. CPN has entered into a securities processing agreement (the Services Agreement) with Equiniti.

These Terms create a direct contractual relationship between you and Equiniti for the purposes of clearing and settlement of any transactions you enter into through us (acting as your agent), and for the custody of any monies and investments belonging to you, and other associated services as set out in these Terms.

In providing you with the Equiniti Services, Equiniti will categorise you as a retail client for the purposes of the FCA Rules. If however You would otherwise be an eligible counterparty or a professional client, You may not necessarily have the rights of a retail client under the Financial Services Compensation Scheme or the Financial Ombudsman Service.

Equiniti will only provide the Equiniti Services to you under these Terms.

You hereby acknowledge and agree that:

We are authorised to enter into the Services Agreement with Equiniti on your behalf as your agent (you are entitled to receive a copy of the Services Agreement on request);

We are irrevocably authorised to act on your behalf, including for the purposes of making representations, warranties and undertakings, and giving receipts and discharges on your behalf for monies, securities and other property received from you;

We are authorised, alone, to give instructions and receive notices on your behalf to Equiniti for the purposes of the delivery by Equiniti of the Equiniti Services or the enforcement by Equiniti of its rights under these Terms;

Equiniti may transfer monies and investments to and from your Account to fulfil any settlement or other obligations you may have to Equiniti;

following notification to you of any termination of the Services Agreement, your relationship with Equiniti under these Terms will also terminate; and

You will, at all times, comply with all applicable laws and regulations, including taxation, customs or other requirements in relation to your nationality or domicile, in order to receive the Equiniti Services from Equiniti under these Terms.

The Equiniti Services require the opening of one or several accounts (the Account(s)) by Equiniti. Equiniti shall record all transactions relating to your Accounts and any monies and investments received and held in safe custody by Equiniti in your Accounts. You agree to notify Equiniti of any changes to your Account through us.

Equiniti may also delegate the performance of any of the Equiniti Services to a member of its Group or other associate of Equiniti or to such other person or persons as Equiniti think fit. Such delegation may be in respect of all of the Equiniti Services or may relate to specific parts of the Equiniti Services. Equiniti may also employ agents on such terms as are considered appropriate.

You are not required to pay any fees, commission or other charges directly to Equiniti. Equiniti receives its fees for providing the Equiniti Services to you directly from CPN.

In connection with the provision of the clearing and settlement services to you, Equiniti may transfer your Client Property to one or more third parties, including an exchange, clearing house, central securities depositary, settlement agent, intermediate broker or other counterparty (Participants) in any jurisdiction. Such transfers shall only be undertaken by Equiniti for the purpose of a transaction, or to meet any obligations to provide collateral for a transaction. Your Client Property may be at risk, and Equiniti will not be liable for any losses arising as a result of the insolvency, negligence, fraud or wilful default of any Participant except due to the negligence, fraud or willful default by Equiniti in the selection and appointment of such Participant.

Where Equiniti deposits Client Property, for settlement purposes or otherwise, with a Participant situated outside the EEA, you acknowledge that your Client Property will be subject to the legal, regulatory and settlement regimes applying to such Participant which will be different to those of an EEA state and as a result your rights and protections relating to Client Property may differ accordingly. In the event of the insolvency or default of the overseas Participant, such Client Property may be treated differently to the way in which it would be treated if it was held in the United Kingdom.

Equiniti shall make arrangements to ensure that your ownership rights are safeguarded in the event of its own insolvency, however, your Client Property may be at risk in the event of the insolvency of a Participant.

You acknowledge and agree that a Participant used by Equiniti to hold your Client Property may apply a security interest, lien, right of set-off or other encumbrance in relation to your Client Property.

29.1 Client Money

All money will be held by Equiniti on your behalf as client money under the FCA Rules and as follows:

Equiniti will deposit the cash in the UK with an authorised bank

The bank will hold the cash on Equiniti’s behalf in a trust account separate to any account used to hold money belonging to Equiniti or any associated company in their own right

Equiniti will not, however, be responsible for any acts or omissions of the bank

If the bank becomes insolvent, Equiniti will have a claim on behalf of its clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them.

Where Equiniti is holding cash, whether Client Money or not, cash may be withdrawn and applied to payment of fees, charges and other sums due to Equiniti.

In the course of settling a transaction (a purchase or sale), the movement of funds as part of the transaction may be through a commercial settlement system on a “delivery versus payment” basis and for a period of time (normally less than one Business Day, but not exceeding three Business Days) will not be treated as Client Money.

Equiniti shall pay interest on any balances you hold which are not required for settlement purposes. The rate of interest is set out on the Rate Card that has been provided to you. For the avoidance of doubt, Equiniti shall not pay interest on any monies received in relation to the settlement of any transaction on your Account.

If, for any reason, there has been no movement on your balance for at least six years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies to you, Equiniti may cease to treat that money as Client Money and will pay the money to a charity of their choice. They undertake to make good any valid claims against any released monies.

Equiniti and CPN may retain some or all of the interest earned on the Client Money account.

29.2 Client Investments

Your Investments will be registered and held in the name of NomineeCo, a company that will hold your Investments as Equiniti direct and for whose acts and omissions Equiniti will be responsible.

You will remain the beneficial owner of the Client Investments. In other words, although the Client Investments will be registered in the name of the nominee company, it will hold them on trust for you, so that they really belong to you. This means that they continue to belong to you even if Equiniti becomes insolvent.

Your Investments may be held by NomineeCo in a pooled or omnibus account. Equiniti will keep a record of your Investments but your individual holding may not be identifiable via separate certificates or other paper or electronic proof of title. This means that in the event of a default (for example, if NomineeCo improperly fails to retain all of the Assets entrusted to it), any shortfall in the Investments registered in NomineeCo’s name may be shared pro rata by all the investors whose holdings are so registered.

Equiniti accepts responsibility for its own safe custody obligations and those of any custodian which is a member of the Equiniti Group. Equiniti exercises reasonable care in selecting and supervising other custodians, but beyond that does not accept responsibility for any default by them in the performance of their obligations.

Corporate Actions

Where your Investments are held by Equiniti in a nominee account you authorise us at our full discretion to act or refrain from acting on any matters arising in connection with your Account. We will endeavor to exercise these rights in your best interests; however, we shall not be liable for any failure to do so. This shall include, but is not limited to, instructing Equiniti to:

take up any rights issues or open offers;

exercise conversion or subscription rights;

deal with takeovers or other offers or capital changes; or

exercise voting rights.

Equiniti will accept any compulsory purchase notices concerning your shares on your behalf. If there is more than one option, Equiniti will seek instructions from us. This Agreement constitutes your instruction to us to act in your best interest and on your behalf with regards to any voting, conversion or subscription rights and to proceed in take-overs, other offers and capital reorganisations in a manner that we deem to be appropriate and suitable for you.

Equiniti calculate your entitlement to shares arising on a corporate action to the nearest whole share, rounded down, and this may leave unallocated fractions of shares. Normally these fractions are of insignificant value. Equiniti deal with these fractions in a way that Equiniti consider is as near as possible to what would have happened if each of the clients concerned had a separate registered holding. Equiniti will distribute any amounts more than £5. Subject to this, Equiniti may add any remaining fractions together, sell them and keep the proceeds to set against Equiniti’s operating expenses.

Equiniti shall not be liable to you in relation to any failure to participate in such corporate actions where our instructions are not received by Equiniti from us in sufficient time.

Equiniti will be responsible for claiming and receiving dividends, interest payments and other entitlements accruing.

Execution

Your order will be transmitted to Equiniti, the executing broker. Equiniti has demonstrated that it has policies, procedures and the integrated electronic solution that enables it to deliver the best possible result for you, given the types of order and the market conditions involved. Equiniti will treat price and costs (total consideration) as the most important factors when dealing with or executing your order, although other factors such as speed, likelihood of execution and settlement, size or any other relevant considerations may be taken into account. Your order will normally be executed on a regulated market but other execution venues (including off-exchange dealers) may be chosen where this is advantageous. Equiniti will monitor execution performance and periodically review their internal arrangements and policies for dealing with client orders with a view to achieving the best possible result for you.

Where the transaction results in you being entitled to a fraction of a penny, the treatment by Equiniti may result in them making a gain. Equiniti will be entitled to retain this gain.

Where required by the FCA Rules, when executing orders on your behalf, Equiniti will provide Best Execution. If you require a copy of the policy, please contact us

32 Settlement

The terms of settlement of any transactions placed on your behalf by Equiniti shall be in accordance with applicable market practice, and, where appropriate, the rules of the relevant securities market or settlement facility, and/or as shown on the relevant contract note or confirmation delivered to you, unless otherwise expressly agreed in advance.

32.1 Trade Settlement Policy

Equiniti will, where appropriate to the Services provided, by close of business the following day, issue you with a contract note which sets out key details of the trade such as where and when the trade was placed, the price obtained and the intended settlement date. The settlement date is the date Equiniti has agreed with the relevant buyer or seller of your stock in the market, i.e. the stockbroker, to complete the transaction.

On this settlement date the transfer of your stock or cash to and from the stockbroker may pass through a commercial settlement system (e.g. CREST) under what is defined in the market as ‘delivery versus payment’. You should be aware that during this ‘delivery versus payment’ window any cash entitlement being paid to or received from the stockbroker will not be protected by us as Client Money, as defined under the FCA’s rules. This process is normally completed during the same Business Day but will be no later than three Business Days.

Whilst Equiniti will notify you of the intended settlement date on the contract note, it is possible that actual settlement may not occur due to circumstances outside of its control, e.g. for purchases, if the stockbroker is unable to deliver the shares to satisfy your instruction or, for sales, if the shares you have requested Equiniti to sell are not accepted by and paid for by the stockbroker.

On settlement, Equiniti’s client records will be updated to confirm your entitlement to the stock (for purchases) or cash (for sales). However, these entitlements may not be released to you or made available to you if (a) for sales, the stock has not been transferred from another custodian or (b) for purchases, the cash amount you have provided has not yet cleared through the banking system.

In circumstances where Equiniti do not receive, on or shortly after settlement date, the required stock or cleared funds to release your entitlement then they will notify us that if this is not received by a defined date then they will arrange to sell the relevant amount of stock (for purchases) or buy back the relevant amount of stock (for sales). In such cases you may be responsible for any costs incurred in reversing your transaction and Equiniti will have the right to retain any gains that may be made.

32.2 Shortfall Policy

Regardless of all the controls and measures Equiniti has, there can be instances when shortfalls in money or Assets can occur, sometimes just during a working day or sometimes for a longer period.

In accordance with the principles and rules set by the FCA Equiniti will ensure there is adequate protection for clients’ Assets when they are responsible for them. A key measure in ensuring and demonstrating such protection is the reconciliation of all money and Assets due to our clients. Such reconciliation includes the correction of any shortfalls in the money and/or assets due to clients that may be identified, using their own funds and resources where necessary. This policy ensures that no client would be disadvantaged should they request an immediate return of their money and/or Assets or if it becomes necessary for Equiniti to return all money and Assets to clients.

For all money held on behalf of clients Equiniti uses controls, during each Business Day, to monitor these balances and provide immediate funding for any identified shortfalls (i.e. they ensure that the total amount of money actually held for clients in a segregated Client Money bank account is always equal to the total amount of money due to clients as per their internal client Account records. The funding by Equiniti of any shortfalls that may occur will remain in place until such time as the reason for the shortfall has been identified and corrected.
Equiniti also monitors all Assets held in custody for clients during the normal course of business each day to ensure these equal the total Assets due to clients as per their internal client Account records. In the event a shortfall is identified, they will immediately instigate the following actions:

(a) Establish the most recently available market valuation of the Asset and credit the Client Money bank account with the equivalent cash value of the shortfall.

(b) Ensure that their records clearly show which clients may be impacted by the Asset shortfall (these clients will be entitled to claim against this cash provision in the event that Equiniti were to become insolvent before the Asset shortfall is resolved).

(c) Where Equiniti ascertains that the delivery of Assets will occur in due course to address the shortfall, then they will maintain an equivalent cash position in the Client Money bank account until such time as these Assets are delivered. This cash amount will be reviewed during each Business Day against the relevant market value of the Assets and adjusted accordingly. Equiniti may apply an additional and appropriate margin to this valuation where the Asset type is held on an overseas market which is open outside of normal UK business hours.

Where Equiniti ascertains that the delivery of the stock to correct the shortfall is unlikely to occur or will not occur then they will arrange to purchase the relevant Asset in the market to correct the shortfall. The equivalent cash value placed into the Client Money bank account will remain in place until the trade has settled and the stock amount is represented in the overall client Asset position.

Appendices

Appendix 1 – Risk warnings

This notice is provided to you in compliance with the FCA Rules and is designed to provide you with an outline of the nature and risks associated with this Service. The warnings contained herein cannot disclose all the risks and other significant aspects related to this Service and should be read in conjunction with our Risk and Investing document provided separately and published on our website.

You should not be investing in these products unless you fully understand their nature and the extent of your exposure to risk and to potential losses so please read the below in conjunction with our Risk and Investing Document carefully.

The price and value of any investments and any income from them can fluctuate and may fall. So you may get back less than the amount you invested. Past performance is not a guide to future performance.

The Investments and products we offer under the Service, as defined in these Terms, may not be suitable for all investors.

Using the Service may alter your personal tax position. The levels and basis of taxation can change and the value to an investor of any tax benefits depends on that individual’s tax position. Your own tax treatment will depend on your personal circumstances.

We may enter into transactions on your behalf in Investments where there is a restricted market. This might make it difficult to deal in or obtain reliable information about their value. We reserve the right not to support any of these types of investments.

There is an extra risk of losing money when buying shares in some smaller companies, including penny Shares. There may be a significant difference between the bid and offer price of these shares. If you need to sell them, you may get back less than you paid. The price may change quickly and may go down as well as up.

Whilst every effort is made to ensure that the prices, valuations and other information provided through the client portal or our website are accurate and complete, we cannot guarantee this. The content is subject to change without notice.

You must not regard either the information or any opinion distributed by us or expressed on our website as an offer to buy, sell or otherwise deal in any particular investment.

The information, advertisements and content distributed by us and published on our websites apply to the UK and to UK residents only. None of the Services offered on are intended for use or distribution in other countries or jurisdictions. If you access our Services from outside the UK, you are responsible for satisfying yourself that such access does not breach the laws of any relevant jurisdiction.

Foreign currency-based investments are subject to fluctuations in currency exchange rates, which may have an adverse effect on the value, price or income of your investment. The markets may also be less well regulated and so may carry greater risk relating to dealing, settlement and custody practices.

We may, at our absolute discretion, offer a facility to deal in some warrants, and these often involve a high degree of gearing. This means that a relatively small movement in the price of the underlying security a warrant relates to may produce a disproportionately large movement in the price of the warrant, favourable or unfavourable.

We may deal for you in Shares that may have been the subject of stabilisation, which enables the market price of a security to be maintained during the period when a new issue of securities is on public sale. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it. The FCA allows stabilisation as it helps avoid short-term price falls when a new issue comes onto the market and buyers are still to come forward. Stabilisation is carried out by a ‘stabilisation manager’ (normally the firm chiefly responsible for bringing a new issue to market). As long as the stabilisation manager follows a strict set of rules he is entitled to buy back securities that were previously sold to investors or allotted to institutions that have decided not to keep them. This may keep the price at a higher level than it would otherwise be during the period of stabilisation.

We may decide that, due to market conditions, we are not able to purchase or sell shares for you within a reasonable time. In such a case, we will try to contact you for instructions. Alternatively, if the market counterparty recommends that it be given more time to complete the order, we may allow this.

FCA Regulated

Money on Toast® is a registered trading name of CPN Investment Management LLP and is fully authorised and regulated by the Financial Conduct Authority, (no.) 579506, registered in England and Wales, no. 07972042, with a registered office at All Saints Church, West Pallant, Chichester, West Sussex, PO19 1TD.

Risk Warning

With investment comes risk. The value of your portfolio with Money on Toast can go down as well as up and you may get back less than you invest.

Full details of our Risk Policy can be found via the link below.

Restricted Advice

The advice offered by Money on Toast is restricted which will specifically look at Investment and Pension advice and will not look at all your other personal circumstances.

The advice you receive will also be what the FCA calls "restricted" in nature. We are not tied to any product providers but our team only advise on products that are carefully selected from an approved panel by our experts.